Best Product Spy

GENERAL PROVISIONS

Subscriber Privileges

Best Product Spy utilizes email as a vital and primary communication channel with customers. As a subscriber, Customers hereby acknowledge and grant Best Product Spy the permission to communicate with customers via email for any purposes Best Product Spy determines to be relevant including, but not limited to, consumer articles, system messages, product updates, service announcements and other marketing messages. Best Product Spy will use best efforts to honor Customer request to opt out of marketing messages, but under no circumstances will Best Product Spy have any liability for sending any email to its subscribers/customers.

Use of Information
Customer agrees to treat all information obtained from the Best Product Spy Web site as proprietary to Best Product Spy. Best Product Spy does not ensure the accuracy of any Content and Customer uses such Content at the Customer’s own risk. All Content offered by Best Product Spy to Customer IS PROVIDED SOLELY FOR GENERAL INFORMATION, AND DOES NOT CONSTITUTE LEGAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE. BEFORE ACTING ON ANY INFORMATION PROVIDED BY BEST PRODUCT SPY, CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.

Customer shall limit access to and use of Best Product Spy Web site content to personal and internal use, and shall not use any information obtained from the Web site for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. Customer shall not remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Best Product Spy content.

Unsolicited Commercial Email (Spam)
Best Product Spy prohibits the use of our system or its tools to generate or send unsolicited commercial email (spam). Best Product Spy has the right to revoke the privileges of any customer or company that breaches these terms.

Ownership and License Grant
Best Product Spy retains all rights (including Intellectual Property Rights as defined below), title and interest in the Best Product Spy Web site, and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. Customer will not and will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Best Product Spy’s technology or delete or alter author attributes or copyright notices. Customer shall use the Best Product Spy system solely for their own use, and share content using only those sharing mechanisms provided on the site.

Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.

Limitation of Liability and Indemnification
IN NO EVENT SHALL BEST PRODUCT SPY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT. Best Product Spy (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Customer’s use of the Deliverables, and Customer shall indemnify Best Product Spy (and Best Product Spy’s officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys’ fees) as a result of a claim by any person other than Customer arising from Customer’s use or application of the Information or the Deliverables.

Warranty Disclaimers
THE INFORMATION AND SERVICES PROVIDED BY BEST PRODUCT SPY ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. BEST PRODUCT SPY MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO INFORMATION AND SERVICES, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND Best Product Spy SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND, UNDER THE LAW OF THE UNITED KINGDOM, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES.

Links to Third Party Sites
This web site may contain hyperlinks to other web sites operated by parties other than Best Product Spy which are beyond Best Product Spy’s control. Parties other than Best Product Spy may provide services or sell product lines on this site that take you outside of our service. For example, if you click on a banner advertisement the click may take you off the Best Product Spy site. Best Product Spy does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their web sites. Best Product Spy does not assume any liability for the actions, product, and content of all of these and any other third parties. Best Product Spy makes no representations and cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material on such third party web sites. When you click on a link that leaves the Best Product Spy site, the site you will land on is not controlled by Best Product Spy and different terms of use and privacy statements may apply. Best Product Spy also does not assume, and expressly disclaims, all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with such third party sites and any links thereto.

Other Rights of Best Product Spy
Best Product Spy reserves the right to modify or change any and all terms and conditions at any time. The most current copy of these terms and conditions will be posted and available for review on Best Product Spy’s Web site, located at http://www.bestproductspy.com.

Copyright Complaints
If you believe that your work has been copied onto Best Product Spy in a way that constitutes copyright infringement, please provide Best Product Spy’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Best Product Spy that your copyrighted material has been infringed.

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on Best Product Spy, with identifying information for the listing, if applicable;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Address for Best Product Spy’s copyright agent:

Sherpa Bob Group
2415 San Ramon Valley Blvd., Suite 4
San Ramon, CA 94040
Attn: Copyright

Governing Law
This Agreement, and the Deliverables provided by Best Product Spy, shall be governed by the laws of the State of California, without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of Contra Costa County, California for the adjudication of any disputes or claims arising out of and/or related to this Agreement. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect.

Assignment
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by Customer without the prior written consent of Best Product Spy, which retains the right to withhold consent in its sole discretion.

Notices
All notices to Company must be in writing and must be sent registered mail, certified mail, or overnight mail with a return receipt requested to Chief Financial Officer at Best Product Spy.

Entire Agreement
The terms and conditions of this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement.